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Cromwell Property Fund Explanatory Memorandum & Notice of Meeting

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Cromwell Property Fund Explanatory Memorandum & Notice of Meeting Cromwell Property Fund Explanatory Memorandum & Notice of Meeting In relation to an offer by Cromwell Property Group to acquire, by way of a trust scheme, all of the units in the Cromwell Property Fund that it does not already own and so merge the Cromwell Property Fund into the Cromwell Property Group. This is an important document and requires your immediate attention. You should read this document in its entirety before deciding how to vote. If you are in any doubt about what to do, you should consult your professional adviser without delay. Your Independent Directors unanimously VOTE recommend that you vote in favour of the Merger, in the absence of a Superior Proposal. Issued by Cromwell Property Securities Limited ABN 11 079 147 809, AFSL 238052, as responsible entity of Cromwell Property Fund ARSN 119 080 410 CONTENTS Important Notices 1 Independent Chairman’s Letter 4 What You Should Do 6 1. Key Information 7 2. Merger Overview 9 3. Summary of Independent Expert’s Report 13 4. The Merger Proposal 22 5. Risks of the Merger 30 6. Information about CPF 31 7. Information about Cromwell 38 8. Additional Information about Cromwell 48 9. Financial Information 49 10. Risks 56 11. The Meeting 59 12. Other Information 60 13. Definitions and Interpretation 64 14. Corporate Directory 67 Annexure 1 Investigating Accountant’s Report 68 Annexure 2 Taxation Report 77 Annexure 3 Independent Expert’s Report 83 Annexure 4 Fees and Other Costs 157 Annexure 5 Notice of Meeting 160 Annexure 6 Meeting Details and How to Vote 161 Annexure 7 Supplemental Deed 163 Annexure 8 Deed Polls 177 i Cromwell Property Fund | Explanatory Memorandum & Notice of Meeting IMPORTANT NOTICES Date You should consult your own independent professional tax This Explanatory Memorandum is dated 7 September 2012. adviser regarding the consequences of the Merger in light of your particular circumstances. Defined terms Responsibility statement Capitalised terms used in this Explanatory Memorandum and the Proxy Form are defined in Section 13 on page 64. CPF RE has provided, and is responsible for, the CPF Information in this Explanatory Memorandum to the extent Currency permitted by law and Cromwell and its directors, officers, employees and advisers do not assume any responsibility for Unless stated otherwise, references to dollars, $, cents or c the accuracy or completeness of the CPF Information. are to Australian currency. Cromwell has provided, and is responsible for, the Time Cromwell Information which relates to Cromwell before implementation of the Merger and to the extent permitted by Unless stated otherwise, references to time are to Brisbane law CCL, CDPT RE and their directors, officers, employees time. and advisers do not assume any responsibility for the accuracy or completeness of the Cromwell Information. Purpose of this Explanatory Memorandum The Cromwell Information which relates to Cromwell This Explanatory Memorandum is the explanatory statement after implementation of the Merger has been prepared by issued by CPF RE in connection with Cromwell’s offer to Cromwell based in part on information provided by CPF acquire all of the CPF Units on issue that it does not already RE to Cromwell. Cromwell has compiled the Forecast own, thus merging CPF into CDPT. In this document, this is Pro Forma Income Statement of Combined Cromwell for referred to as the Merger. FY13, which is included in Section 9 on page 49. Except to For the Merger to proceed, CPF Unitholders will need to the extent that CPF RE is responsible for the information approve the Resolutions at a general meeting. The Notice which it has provided to Cromwell for this purpose (and CPF of Meeting is in Annexure 5 on page 160. The Supplemental RE assumes responsibility for that information), Cromwell Deed which will give effect to the Merger by amending CPF’s takes responsibility for information concerning Cromwell constitution is in Annexure 7 on page 163. after implementation of the Merger and the Pro Forma Income Statement of Combined Cromwell for FY12 and Cromwell is offering Cromwell Securities to CPF Unitholders the Pro Forma Balance Sheet of Combined Cromwell as in return for their CPF Units. A Cromwell Security consists at 30 June 2012. of one CCL Share (issued by CCL) stapled to one CDPT Unit (issued by CDPT RE). This Explanatory Memorandum is JR Securities Limited (ABN 99 054 784 619) has prepared accordingly also a prospectus issued by CCL under Part 6D.2 the Investigating Accountant’s Report in relation to the of the Corporations Act in respect of the CCL Shares, and Merger contained in Annexure 1 on page 68 and takes a product disclosure statement issued by CDPT RE under responsibility for that report. CCL and CPSL and their Part 7.9 of the Corporations Act in respect of the CDPT Units. respective directors, officers, employees and their other advisers do not assume any responsibility for the accuracy General or completeness of the Investigating Accountant’s Report. You should read the entire Explanatory Memorandum before Deloitte Corporate Finance Pty Limited (ABN 19 003 833 deciding how to vote on the Resolutions to be considered at 127 AFSL 241457) has prepared the Independent Expert’s the Meeting and, if necessary, contact your financial, legal, Report in relation to the Merger contained in Annexure 3 on tax or other professional adviser. page 83 and takes responsibility for that report. CCL and CPSL and their respective directors, officers, employees and If you have any questions about the Merger please read advisers do not assume any responsibility for the accuracy Section 2 on page 9 and, if your question is not answered or completeness of the Independent Expert’s Report. there, call Cromwell Investor Services on 1300 276 693 or visit CPF’s website at www.cromwell.com.au/cpfmerger. Minter Ellison has prepared the Taxation Report on certain taxation implications of the Merger in Annexure 2 on page 77 CCL and CDPT RE may be contacted at GPO Box 1093, and takes responsibility for that report. CCL and CPSL and Brisbane QLD 4001, email: [email protected], their respective directors, officers, employees and their other telephone: 1300 276 693, fax: 07 3225 7788. advisers do not assume any responsibility for the accuracy or completeness of the Taxation Report. No investment advice This Explanatory Memorandum does not constitute financial Financial data product advice and has been prepared without reference to The Financial Information in this Explanatory Memorandum your investment objectives, financial situation, tax position or does not purport to comply with Article 11 of Regulation particular needs, or those of any other person. S-X of the rules and regulations of the US Securities and Neither this Explanatory Memorandum nor the Taxation Exchange Commission. Report in Annexure 2 on page 77 constitute tax advice. Cromwell Property Fund | Explanatory Memorandum & Notice of Meeting 1 Regulatory information CPSL and their respective directors disclaim any obligation A copy of this Explanatory Memorandum was lodged with or undertaking to distribute after the date of this Explanatory ASIC on 31 August 2012. Neither ASIC nor any of its officers Memorandum any updates or revisions to any forward- takes any responsibility for the contents of this Explanatory looking statements to reflect any change in expectations or Memorandum. any change in events, conditions or circumstances on which any such statement is based. Forward-looking statements An investment in CPF is subject to investment and other Certain statements in this Explanatory Memorandum risks, including possible delays in repayment and loss relate to the future. The forward-looking statements in of income and capital invested. CPSL does not give any this Explanatory Memorandum are not based on historical guarantee or assurance as to the performance of CPF facts, but reflect the current expectations of CPSL or, in or the repayment of capital. Investments in CPF are not relation to the Cromwell Information, Cromwell. These investments in, or deposits or other liabilities of, CPSL. statements generally may be identified by the use of CPSL is not an authorised deposit-taking institution. forward-looking words or phrases such as ‘believe’, ‘aim’, An investment in Cromwell is subject to investment and ‘expect’, ‘anticipated’, ‘intending’, ‘foreseeing’, ‘likely’, other risks, including loss of capital invested. None of ‘should’, ‘planned’, ‘may’, ‘estimate’, ‘potential’, and other CCL, CPSL, CDPT or any other members of the Cromwell similar words and phrases. Statements that describe CPF’s Property Group gives any guarantee or assurance as to the or Cromwell’s objectives, plans, goals or expectations are or performance of Cromwell. may be forward-looking statements. These forward-looking statements involve known and Notice to persons outside Australia unknown risks, uncertainties, assumptions and other (except New Zealand) important factors that could cause the actual results, The Merger relates to the securities of Australian entities. performance or achievements of CPF or Cromwell to be This Explanatory Memorandum complies with the disclosure materially different from future results, performance or requirements of Australia, which may be different from achievements expressed or implied by such statements. the requirements applicable in other jurisdictions. The forward-looking statements are based on numerous The financial information included in this document is either assumptions regarding present and future operating based on financial statements that have been prepared strategies and the environment in which CPF and Cromwell in accordance with Australian Accounting Standards will operate in future. The risks described in Section 10 on or in the case of proportionately consolidated financial page 56 could affect future results of CPF or Cromwell, information, policies adopted by Cromwell, both of which causing these results to differ materially from those may differ from generally accepted accounting principles expressed, implied or projected in any forward-looking in other jurisdictions.
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